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One of the most beautiful love songs ever recorded, “I Only Have Eyes For You” serves as a testament to how important arrangement and production are to a song.

Hundreds of artists have laid down their own version of this standard, beginning with Dick Powell in 1934 for the Busby Berkeley movie, Dames. You don’t have to listen to the whole thing, but give this original take a quick ear tickle: Dick Powell – I Only Have Eyes for You. Nothin’ to blow your wig about, huh, Joe? The lovely melody still shines through but there’s no space in the arrangement, no room for emotional resonance in the vocal. Granted, the writers intended this as a light-hearted soundtrack tune, but it embodies that cornball quality which many songs from the 20s and 30s suffer from when listened to by we modern folk. In the following decades, Frank Sinatra and Peggy Lee made improvements (as one would expect), but Frank’s orchestral arrangement still smacks of saccharine and Peggy sounds oddly somnambulant.

After crossing over to the pop chart with their minor 1958 hit “Lovers Never Say Goodbye,” The Flamingos were persuaded by their producer to try recording a dozen or so standards in a bid to emulate the success of The Platters. “Buzzy” Johnson, the lead arranger for the group, listened to numerous versions of “I Only Have Eyes For You” but found them all too “plain and vanilla.” (Translation: these renditions were as far, far away from R & B as you could get.)

After struggling for most of a day and a night trying to come up with a way to make the song interesting, Johnson fell asleep and dreamed the arrangement almost exactly as the group later recorded it. The chords, the harmonies, the backing vocals, all emerged fully formed.

When told they all had to sing “doo bop sh-bop” behind the lead, the other members laughed and basically told Johnson he was crazy. Those ethereal vocals ended up becoming the most distinctive feature of the track, with the pulsing triplets of the piano and the heartfelt lead both coming in a close second.

“I Only Have Eyes For You” stands as a great song, but it’s an even better record, a choice example of how a talented arranger and producer can take a perfectly fine piece of music and tour-de-force that puppy into a monster.